Common use of MANUFACTURER PRODUCT WARRANTIES Clause in Contracts

MANUFACTURER PRODUCT WARRANTIES. (a) Manufacturer represents, warrants and covenants that: (i) at the time of shipment of all Products hereunder, such Products shall be new with XX XXXXX XXX XXXXXX XXXX remaining prior to the expiration of the "use before" date and shall, unless otherwise agreed in writing by the Parties, meet or exceed all requirements necessary for the CE Marking and all Applicable Laws in the Territory of which Manufacturer is aware or of which Purchaser specifically informs Manufacturer; 1. Notwithstanding any provision of this Agreement, the Parties may agree to shorten or lengthen the warranty periods set forth in Sections 9.1(a)(iii) or (iv) from time to time to reflect competitive factors and if and to the extent required by Applicable Law. Any such change shall be made in compliance with Applicable Laws. (b) In the event of any breach of the foregoing warranties, Manufacturer shall, at its option, reprocess, if feasible, or supply a replacement of, any Products or any components thereof which fail to meet the terms of such warranties at no additional charge to Purchaser and Manufacturer shall be responsible for transportation and insurance costs to ship such reprocessed or replacement Products to Purchaser. Purchaser shall be responsible for transportation and insurance costs to ship any claimed defective Product back to Manufacturer's plant for Manufacturer's review. Manufacturer shall determine at Manufacturer's cost at its factory whether such Product is in fact defective. If Purchaser does not agree with Manufacturer's determination that such Product is not defective, the Parties shall retain an appropriate expert to be mutually agreed fifteen (15) days of Purchaser's receipt of Manufacturer's determination to judge ultimately whether such Product is defective. If the Parties cannot agree on an appropriate expert, each party shall submit two nominations to the AAA within ten (10) days thereafter for the AAA to appoint an appropriate expert from such nominees; provided, however, that the AAA will not administer the proceeding. If either Party does not submit nominations as described above, the AAA shall appoint an expert from the nominees it has received. The determination of the expert will be final and binding on the Parties. The cost for retaining the expert shall be borne by Manufacturer if such Product is judged defective and by Purchaser if such Product is judged not to be defective. Any returned Products shall become the property of Manufacturer. This warranty does not extend to any Products that have been damaged or rendered defective as a result of: (i) misuse or negligence on the part of Purchaser or any Purchaser Distributors or failure of Purchaser, Purchaser Distributor or any of their respective customers to follow instructions for proper use and care of the Product; (ii) external factors such as fire and flood; (iii) accidents involving, or modification or alteration of, the Product other than those caused by Manufacturer after delivery to Purchaser or (iv) implantation after the "use before" date marked on the Product's sterile pack. (c) Purchaser and Manufacturer shall discuss in good faith the nature and content of written product warranties to be extended by Purchaser to customers with respect to the Products in the Territory. Without Manufacturer's prior written consent, and except as may be required to comply with Applicable Laws, Purchaser shall not extend to customers any warranties with respect to the Products in the Territory which are inconsistent with those warranties being extended by Manufacturer from time to time outside the Territory.

MANUFACTURER PRODUCT WARRANTIES. (a) Manufacturer represents, warrants and covenants that: (i) at the time of shipment of all Products hereunder, such Products shall be new with XX XXXXX XXX XXXXXX XXXX xxxxxxxxxxxxxxxxxxxxxxxxxxx remaining prior to the expiration of the "use before" date and shall, unless otherwise agreed in writing by the Parties, meet or exceed all requirements necessary for the CE Marking and all Applicable Laws in the Territory of which Manufacturer is aware or of which Purchaser specifically informs Manufacturer; (ii) Purchaser shall have good and valid title in and to such Products, free and clear from any liens, security interests, charges, claims or other encumbrances; (iii) for a period of xxxxxxxxxxxxxxxxxxxxx from date of implant in a patient, each Product will be free from defects in design, materials and workmanship (battery depletion within the limits outlined in the specifications for such Product is not considered a defect); and (iv) for a period of xxxxxxxxxxxxxxxxxx from date of implant in a patient, each Product will conform to the specification for such Product established in accordance with this Agreement. 1. Notwithstanding any provision of this Agreement, the Parties may agree to shorten or lengthen the warranty periods set forth in Sections 9.1(a)(iii9.1(a) (iii) or (iv) from time to time to reflect competitive factors and if and to the extent required by Applicable Law. Any such change shall be made in compliance with Applicable Laws. (b) In the event of any breach of the foregoing warranties, Manufacturer shall, at its option, reprocess, if feasible, or supply a replacement of, any Products or any components thereof which fail to meet the terms of such warranties at no additional charge to Purchaser and Manufacturer shall be responsible for transportation and insurance costs to ship such reprocessed or replacement Products to Purchaser. Purchaser shall be responsible for transportation and insurance costs to ship any claimed defective Product back to Manufacturer's plant for Manufacturer's review. Manufacturer shall determine at Manufacturer's cost at its factory whether such Product is in fact defective. If Purchaser does not agree with Manufacturer's determination that such Product is not defective, the Parties shall retain an appropriate expert to be mutually agreed fifteen (15) days of Purchaser's receipt of Manufacturer's determination to judge ultimately whether such Product is defective. If the Parties cannot agree on an appropriate expert, each party shall submit two nominations to the AAA within ten (10) days thereafter for the AAA to appoint an appropriate expert from such nominees; provided, however, that the AAA will not administer the proceeding. If either Party does not submit nominations as described above, the AAA shall appoint an expert from the nominees it has received. The determination of the expert will be final and binding on the Parties. The cost for retaining the expert shall be borne by Manufacturer if such Product is judged defective and by Purchaser if such Product is judged not to be defective. Any returned Products shall become the property of Manufacturer. This warranty does not extend to any Products that have been damaged or rendered defective as a result of: (i) misuse or negligence on the part of Purchaser or any Purchaser Distributors or failure of Purchaser, Purchaser Distributor or any of their respective customers to follow instructions for proper use and care of the Product; (ii) external factors such as fire and flood; (iii) accidents involving, or modification or alteration of, the Product other than those caused by Manufacturer after delivery to Purchaser or (iv) implantation after the "use before" date marked on the Product's sterile pack. (c) Purchaser and Manufacturer shall discuss in good faith the nature and content of written product warranties to be extended by Purchaser to customers with respect to the Products in the Territory. Without Manufacturer's prior written consent, and except as may be required to comply with Applicable Laws, Purchaser shall not extend to customers any warranties with respect to the Products in the Territory which are inconsistent with those warranties being extended by Manufacturer from time to time outside the Territory.

MANUFACTURER PRODUCT WARRANTIES. (a) Manufacturer represents, warrants and covenants that: (i) at the time of shipment of all Products hereunder, such Products shall be new with XX XXXXX XXX XXXXXX XXXX XXXX remaining prior to the expiration of the "use before" date and shall, unless otherwise agreed in writing by the Parties, meet or exceed all requirements necessary for the CE Marking and under all Applicable Laws in the Territory of which Manufacturer is aware or of which Purchaser specifically informs ManufacturerTerritory; 1. Notwithstanding any provision of this Agreement, the Parties may agree to shorten or lengthen the warranty periods set forth in Sections 9.1(a)(iii) or (iv) from time to time to reflect competitive factors and if and to the extent required by Applicable Law. Any such change shall be made in compliance with Applicable Laws. (b) In the event of any breach of the foregoing warranties, Manufacturer shall, at its option, reprocess, if feasible, or supply a replacement of, any Products or any components thereof which fail to meet the terms of such warranties at no additional charge to Purchaser and Manufacturer shall be responsible for transportation and insurance costs to ship such reprocessed or replacement Products to Purchaser. Purchaser shall be responsible for transportation and insurance costs to ship any claimed defective Product back to Manufacturer's plant for Manufacturer's review. Manufacturer shall determine at Manufacturer's cost at its factory whether such Product is in fact defective. If Purchaser does not agree with Manufacturer's determination that such Product is not defective, the Parties shall retain an appropriate expert to be mutually agreed fifteen (15) days of Purchaser's receipt of Manufacturer's determination to judge ultimately whether such Product is defective. If the Parties cannot agree on an appropriate expert, each party shall submit two nominations to the AAA within ten (10) days thereafter for the AAA to appoint an appropriate expert from such nominees; provided, however, that the AAA will not administer the proceeding. If either Party does not submit nominations as described above, the AAA shall appoint an expert from the nominees it has received. The determination of the expert will be final and binding on the Parties. The cost for retaining the expert shall be borne by Manufacturer if such Product is judged defective and by Purchaser if such Product is judged not to be defective. Any returned Products shall become the property of Manufacturer. This warranty does not extend to any Products that have been damaged or rendered defective as a result of: (i) misuse or negligence on the part of Purchaser or any Purchaser Distributors or failure of Purchaser, Purchaser Distributor or any of their respective its customers to follow instructions for proper use and care of the Product; (ii) external factors such as fire and flood; (iii) accidents involving, or modification or alteration of, the Product other than those caused by Manufacturer after delivery to Purchaser or (iv) implantation after the "use before" date marked on the Product's sterile pack. (c) Purchaser and Manufacturer shall discuss in good faith the nature and content of written product warranties to be extended by Purchaser to customers with respect to the Products in the Territory. Without Manufacturer's prior written consent, and except as may be required to comply with Applicable Laws, Purchaser shall not extend to customers any warranties with respect to the Products in the Territory which are inconsistent with those warranties being extended by Manufacturer from time to time outside the Territory.

MANUFACTURER PRODUCT WARRANTIES. (a) Manufacturer represents, warrants and covenants that: (i) at the time of shipment of all Products hereunder, such Products shall be new with XX XXXXX XXX XXXXXX XXXX xx xxxxx xxx xxxxxxxx xxxx remaining prior to the expiration of the "use before" date and shall, unless otherwise agreed in writing by the Parties, meet or exceed all requirements necessary for the CE Marking and under all Applicable Laws in the Territory Territory; (ii) Purchaser shall have good and valid title in and to such Products, free and clear from any liens, security interests, charges, claims or other encumbrances; (iii) for a period of which Manufacturer xxxxxxxx xx xxxxxx from date of implant in a patient, each Product will be free from defects in design, materials and workmanship (battery depletion within the limits outlined in the specifications for such Product is aware or not considered a defect); and (iv) for a period of which Purchaser specifically informs Manufacturer;xxxxxxxx xx xxxxxx from date of implant in a patient, each Product will conform to the specification for such Product established in accordance with this Agreement. 1. Notwithstanding any provision of this Agreement, the Parties may agree to shorten or lengthen the warranty periods set forth in Sections 9.1(a)(iii) or (iv) from time to time to reflect competitive factors and if and to the extent required by Applicable Law. Any such change shall be made in compliance with Applicable Laws. (b) In the event of any breach of the foregoing warranties, Manufacturer shall, at its option, reprocess, if feasible, or supply a replacement of, any Products or any components thereof which fail to meet the terms of such warranties at no additional charge to Purchaser and Manufacturer shall be responsible for transportation and insurance costs to ship such reprocessed or replacement Products to Purchaser. Purchaser shall be responsible for transportation and insurance costs to ship any claimed defective Product back to Manufacturer's plant for Manufacturer's review. Manufacturer shall determine at Manufacturer's cost at its factory whether such Product is in fact defective. If Purchaser does not agree with Manufacturer's determination that such Product is not defective, the Parties shall retain an appropriate expert to be mutually agreed fifteen (15) days of Purchaser's receipt of Manufacturer's determination to judge ultimately whether such Product is defective. If the Parties cannot agree on an appropriate expert, each party shall submit two nominations to the AAA within ten (10) days thereafter for the AAA to appoint an appropriate expert from such nominees; provided, however, that the AAA will not administer the proceeding. If either Party does not submit nominations as described above, the AAA shall appoint an expert from the nominees it has received. The determination of the expert will be final and binding on the Parties. The cost for retaining the expert shall be borne by Manufacturer if such Product is judged defective and by Purchaser if such Product is judged not to be defective. Any returned Products shall become the property of Manufacturer. This warranty does not extend to any Products that have been damaged or rendered defective as a result of: (i) misuse or negligence on the part of Purchaser or any Purchaser Distributors or failure of Purchaser, Purchaser Distributor or any of their respective its customers to follow instructions for proper use and care of the Product; (ii) external factors such as fire and flood; (iii) accidents involving, or modification or alteration of, the Product other than those caused by Manufacturer after delivery to Purchaser or (iv) implantation after the "use before" date marked on the Product's sterile pack. (c) Purchaser and Manufacturer shall discuss in good faith the nature and content of written product warranties to be extended by Purchaser to customers with respect to the Products in the Territory. Without Manufacturer's prior written consent, and except as may be required to comply with Applicable Laws, Purchaser shall not extend to customers any warranties with respect to the Products in the Territory which are inconsistent with those warranties being extended by Manufacturer from time to time outside the Territory.